UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 2
to
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-26659
Move, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) | | 95-4438337
(I.R.S. Employer
Identification No.) |
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30700 Russell Ranch Road
Westlake Village, California
(Address of Principal Executive Offices) | |
91362
(Zip Code) |
Registrant’s telephone number, including area code:
(805) 557-2300
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
Common Stock, par value $.001 per share
Warrants to purchase Common Stock, par value $.001 per share | | Name of each exchange on which registered
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ Noo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large Accelerated Filero | | Accelerated Filerþ | | Non-Accelerated Filero |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
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| Aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2006* | | $ | 658,409,500 | |
| Number of shares of common stock outstanding as of September 30, 2006 | | | 152,278,935 | |
*Based on the closing price of the common stock of $5.48 per share on that date, as reported on The NASDAQ Stock Market LLC and, for purposes of this computation only, the assumption that all of the registrant’s directors, executive officers and beneficial owners of 10% or more of the registrant’s common stock are affiliates.
EXPLANATORY NOTE
Move, Inc. (the “Registrant”) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, originally filed on March 13, 2006, solely to revise Exhibit 32.02, the certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which inadvertently referenced Form 10-Q, and not Form 10-K, for the period ended December 31, 2005.
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PART IV
Item 15.Exhibits, Financial Statement Schedules
(a)(3)Exhibits
See “Index to Exhibits”, which is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereto duly authorized, on the 18th day of October, 2006.
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| | MOVE, INC.
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| | By: | /s/ LEWIS R. BELOTE, III | |
| | | Lewis R. Belote, III | |
| | | Chief Financial Officer | |
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INDEX TO EXHIBITS
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| Number | | Exhibit Title |
| 31.01 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.02 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.02 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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